


Independent Study

by TiberiusPonificus



Series: Flashback Foalcon [5]
Category: My Little Pony: Friendship is Magic
Genre: Age Difference, Alternate Universe - Human, Extremely Underage, F/F, F/M, Genderbending, Lolicon, M/M, Mutual Masturbation, Oral Sex, Sexual Experimentation, Shotacon, Size Difference
Language: English
Status: Completed
Published: 2019-07-07
Updated: 2019-07-07
Packaged: 2020-06-24 04:27:41
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 7,593
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19716202
Author URL: https://archiveofourown.org/users/TiberiusPonificus/pseuds/TiberiusPonificus
Summary: During a free day from lessons by Princess Celestia, young Sunset and Twilight take the opportunity to give themselves an edge through a book Sunset smuggled from the library. Who knew learning on your own could be so much fun?





	Independent Study

**Author's Note:**

> Life has been a pain in the butt, but it hasn't kept me from bringing quality content to you! Apologies for the delay regardless, and I hope you enjoy this fic.

“Mm! Don’t you just love Independent Study days?”  
  
This was the first thing out of Sunset Shimmer's mouth as she sat up in bed and stretched. It had already been at least four hours since the sun rose, but true to her name, she was more of a night owl than an early bird. On the other hand, Twilight Sparkle, her roommate and sole classmate, was much more of a morning person than she was.  
  
“Good morning to you too, Sunset,” Twilight replied with a sigh. Already dressed in her white button top and purple skirt, Twilight looked as though she'd be stepping out at any moment. Her hair was even nicely combed. Going out was not on her to-do list, however, she simply wanted to look like a proper student, as was her usual motivation.  
  
“What's with that look for?” Sunset asked, plopping herself back down on the mattress. Compared to Twilight, Sunset was still in her purple sun-emblazoned nightshirt, her hair a frizzy mess. The difference in appearance between these two was as apparent as…night and day.  
  
Despite their different approaches, both girls were students of Princess Celestia herself. After an intense audition, it was decided that rather than picking only one child to be tutored by the princess, both would be taught together. Building a bond that encouraged growth as a person was deemed just as important as growth in magical ability. And while the two girls got along well enough, there were some areas they butted heads in.  
  
“This time is supposed to be for finding our niches in magical casting,” Twilight states, closing her book and hopping off her bed to approach Sunset. “They’re not for lazing around!”  
  
“It's also about going at your own pace,” Sunset retorted. “Just because I don’t do as much studying as you do on these days doesn’t make you the better student.”  
  
“I…wasn't saying I was better,” Twilight said, deflating slightly. “I'm just still surprised that we were both chosen as Princess Celestia’s students. I hardly see you work, but we're evenly matched when it comes to our grades and magical ability.”  
  
“It's a little special something called ‘Talent’, girl!” Sunset boasted. “Besides, it's not like I wasn't set to study at all today. Not when I’ve got something like this!”  
  
Waving her hand, a pale teal glow surrounded it, and a corner of her mattress began to move. Twilight stepped back, as something emerged from between the mattress and the bedframe. The object floated to Sunset's hand, and Twilight could see that it was a fairly-sized leather bound book. It was definitely older than the two of them combined, as she could tell from how weathered the book looked.  
  
“What is this?” Twilight leaned in to read the front cover. Her eyes widened as she read the title aloud. “Starswirl's Grimoire Vol. 10?! Sunset, we’re only on Volume 3! How did you get this?”  
  
“It was nothing a little smarts couldn't handle. A shrinking spell, deep pockets, and no librarians were the wiser!”  
  
“You…you smuggled a book from the library?” Twilight asked aghast. “What were you thinking?!”  
  
“I was thinking that maybe the good princess' lessons were way too slow and too boring,” Sunset explained as she stepped off her bed. “Once we're done, I promise I’ll put it back where I found it.”  
  
“What do you mean, ‘once we're done with it’?” Twilight asked.  
  
“Don’t give me that look,” Sunset replied, somewhat indignantly. “We both know we could be doing greater spells. You keep telling me you’ve been looking for a challenge. And here we have one! What do you say, partner?”  
  
“Wellll…since you did go through all that trouble,” Twilight said after a moment of deliberation, “it would be a waste not to give it just a LITTLE peek…”  
  
“That’s the spirit! I knew I could count on you!” Sunset said with a big grin. Setting the book down on her bed, she opened it up to the table of contents. “So, where do you want to start?”  
  
“What’s this book even teach anyway?” Twilight read over some of the chapter titles. “Conjuration, Protection, Divination, Advanced Elemental Spells?”  
  
“Ooh, I like the sound of that one!” Sunset reacted excitedly. “I wanna learn how to throw around fireballs!”  
  
“SUNSET NO!!” Twilight quickly exclaimed.  
  
“Hmm, you're right. That'll leave evidence,” Sunset relented before reading again, when something caught her eye. “Hey! How about this?”  
  
“Transformation, the art of altering one's body,” Twilight read aloud. “That sounds safe-ish.”  
  
“Hmm…wonder if it means changing into animals or something like that,” Sunset pondered as she flipped the pages. “I'd love to turn into a cat.”  
  
“With how much you sleep, I’d say you’re halfway there!”  
  
“Oh, ha ha!” Sunset snarked back as she got to the chapter in the book. After flipping through a few more pages, she came across one that got her attention. “Ooh! Here’s an interesting one!”  
  
“A spell that changes one's body to that of the opposite sex,” Twilight recited. “Huh. I wonder what a spell like that is used for…”  
  
“Who knows? But it sounds like fun, doesn't it?” Sunset asked. “I do wonder what it's like to be a boy sometimes…”  
  
“Then why don't you try it out first?” Twilight suggested. “This has been your idea, after all.”  
  
“Well, I did wanna try this together. But if you're gonna be a scaredy cat, then fine. Now, stand back.”  
  
Twilight did as she was asked and took a step back as Sunset looked over the spell one more time. Once she was ready, she took a deep breath and spread her arms out. Slowly, that same teal glow surrounded her body as she began to rise just a little off the ground. The glow quickly got brighter and brighter, until a great flash nearly blinded Twilight.  
  
The light subsided, and Twilight could hear Sunset's feet landed back on the floor. Looking over at her friend, she blinked in fascination at what she saw. It was still Sunset, but her (his?) hair was much shorter and the facial features weren't as soft as before. The clothes were still the same, which made it difficult to tell just how much of a change had occurred.  
  
“Well? Did it work?” Sunset asked before quickly covering his mouth. His voice was different as well, sounding much more like a boy's voice. “Woah.”  
  
“Your hair is all short like a boy's too!” Twilight pointed out. “Amazing! To think such a spell existed!”  
  
“Heh! I told you the princess was holding us back!” Sunset boasted as he approached the full length mirror the two of them used. “I wonder what else is different. If it's just my hair and voice, I could've done that without magic!”  
  
“That's true. I wonder if there are more details about this spell on the next page…” Twilight turned back to the book and flipped to the next page. Like she thought, there was more about the spell on the next page, but before she could read any of it, a sudden noise rang out.  
  
“WAAAHH!!”  
  
“What? What's wrong?!” Twilight asked in a panic, whipping her head back to see what the trouble was.  
  
Sunset's nightshirt was laid on the floor next to him. Now only in a pair of pale green panties, more of Sunset's body could be seen. It appeared as though his slender frame had been switched to a slightly more rigid one as a boy. However, that wasn't what caused Sunset to scream. He was clearly looking down further.  
  
“Th-There's something in my undies!” he stuttered out. Looking down, Twilight could see a clear bulge in Sunset's underwear. It didn't look very big, but it was enough to get noticed. “What is that?”  
  
“No way!” Twilight gasped as she approached Sunset. She kneeled in front of her friend, seemingly less shocked at seeing this. “Could it be?”  
  
Without another word, Twilight grabbed Sunset's panties and pulled them down. She had an idea of what she'd see, but it still caused her some pause. Her silence, however, only made Sunset more nervous.  
  
“Wh-What the heck is this thing?” Sunset cried, looking at the foreign organ now attached to him.  
  
“Relax, Sunset. This is a penis. It's what a boy has in place of what we have,” Twilight explained calmly.  
  
“It just hangs like that?” Sunset asked.  
  
“Yeah! Girls are made all neat and tidy with everything on the inside. Boys are made with everything on the outside,” Twilight said, sounding like she was reciting something.  
  
“Huh?”  
  
“It was something my mom told me when I kept asking about my brother's body at bathtime,” Twilight explained sheepishly before clearing her throat. “But this proves that this spell is a complete transformation.”  
  
“Yeah. You wanna give it a spin?” Sunset suggested.  
  
“Well, I did say I wanted to learn more spells…” Twilight said nervously. “Here goes nothing.”  
  
Just as Sunset did, Twilight closed her eyes and spread her arms out. Immediately, her body began to glow in purple light and float off the ground. Brighter and brighter the glow became, until it became blindingly bright. Sunset shielded his eyes for a moment before the light died down. Once Sunset saw his transformed friend, he gave a small smirk.  
  
“Tch. Nice hair, dork!”  
  
“What do you mean?” Twilight asked, and quickly closed her (his?) mouth in shock at the sound of his new voice. Facing the mirror, he could see that now shorter, his straight bangs now made it look like he had a bowl cut. Not an ideal look, which caused him to grimace. “Oh…this looks better longer…”  
  
“You still wearing a skirt doesn't help either,” Sunset chuckled.  
  
“Skirts are all I have. It's not that different, is it?” Twilight said, looking at how his new body fit in the shirt and skirt he was still wearing. He put his legs out one at a time, trying to see how much had changed. He was so busy looking over his body, he hadn’t noticed Sunset sneaking up behind him.  
  
“BOO!!”  
  
“AHH!” Twilight screamed, and was quickly engulfed in a bright flash of light. Twilight had vanished, leaving his now empty clothes falling to the floor.  
  
Sunset began to howl with laughter at seeing that Twilight was still susceptible to teleport when startled. The fact that Twilight still hadn’t gotten the hang of taking clothes along only made it funnier. As he kept laughing, the wardrobe at the other end of the room opened from the inside.  
  
“I told you a hundred times, THAT'S NOT FUNNY!! Twilight shouted, stepping out of the wardrobe now completely naked.  
  
“Quit making it funny, then!” Sunset snarked back. “You were gonna get naked anyway, right? I just sped up the process.”  
  
“There are safer ways to do that,” Twilight chided as he walked up to the mirror. Immediately, his eyes drew down to his waist, and sure enough, he had a penis as well. It looked to be about the same size as Sunset's too.  
  
“You know, after the shock of finding these, they’re actually kind of…cute!” Sunset said, looking down at Twilight and giving his penis a poke. “Woah. It's all squishy!”  
  
“AHH! Careful! That tickles!” Twilight yelped. Saying that was a mistake, as Twilight discovered all too late, seeing the mischievous smile on Sunset's face. “Don’t you dare…”  
  
“Too late!” Sunset quickly lunged at Twilight, holding his penis steady with one hand and tickled his shaft with the other. Sunset reveled in how it made Twilight squirm.  
  
“Mnh! Mm! Stop it!” Twilight pleaded, though he knew from past experience that Sunset would not stop. Instead of waiting, Twilight decided to give Sunset some payback by grabbing Sunset's penis and tickling the tip with his finger. “See how you like it!”  
  
“Ack! Oh, you wanna play that way? Fine!” Sunset moved his hand to start squeezing and tugging at the tip of Twilight's penis. “First to make the other have to pee wins!”  
  
“You're on!” Twilight agreed, changing up his approach. Thinking of how a cow is milked, he grasped Sunset's shaft and began gently tugging back and forth.  
  
“Hey, is yours getting stiffer, or is it just me?” Sunset asked, finding that he was holding more of Twilight's boyhood than he thought he was a moment ago.  
  
“So is yours!” Twilight pointed out.  
  
“Wonder why it's doing that…”  
  
“You’re not gonna distract me, Sunset!” Twilight proclaimed, continuing his assault.  
  
Soon enough, both boys began to feel something rising up in their bodies. It didn’t feel like they were going to wet themselves, but it felt awfully close. This little game was going to end either way, and neither of them were going to give up until it did.  
  
Suddenly, a great jolting sensation traveled through their bodies, spreading out like a blink from their crotches. The boys found they could no longer stand up, allowing themselves to sit on the floor. Neither of them let loose even a drop of urine, but the feeling of having to pee seemed to vanish inexplicably.  
  
“Let's call it a draw, yeah?” Sunset panted out, feeling like whatever just happened used up an amount of strength.  
  
“What was that, though? I don’t feel like I’m gonna pee anymore,” Twilight asked rhetorically.  
  
“I don’t know,” Sunset replied, “but it almost felt the same as when I play with myself.”  
  
“What?”  
  
“Wait, seriously? You’ve never played with yourself?” Sunset asked when Twilight looked earnestly confused, to which Twilight only gave a shake of his head. “Okay, turn back into a girl and get on the bed right now!”  
  
Twilight followed the suggestion, shakily getting back up before canceling the spell. In a quick flash of purple light, Twilight was a girl again, her hair flowing at its original length. As much as she still wanted to experiment with the penis, what Sunset said interested her more. She got up on the bed while Sunset climbed on the bed moved behind her, his front up against her back.  
  
“Uh, Sunset? What are you doing?” Twilight asked, seeing Sunset's legs surrounding hers, his arms tucked right under her own.  
  
“I only know how to do it to myself, so this way, I have the right perspective,” he explained, finding no problem with the position.  
  
“Why can’t you just turn back into a girl and demonstrate yourself?” she inquired, nervously watching Sunset's hands reach between her legs.  
  
“Where's the fun in that? I’m not done being a boy yet either,” he answered nonchalantly. “Now, hold still.”  
  
Sunset's fingers slipped between the lips of Twilight's vulva, and she was immediately hit with the same tingling feeling as when he was playing with her penis earlier. Traveling slightly upward, his fingertips hit a small nub and began to rub it vigorously, making the tingling feel much more intense. Twilight's body twitched and her toes curled as Sunset kept rubbing, pressing his penis right where Twilight's back met her butt. How she went this long without ever discovering this, she had no idea.  
  
Just when she thought that was all that “playing with yourself” involved, Sunset's fingers began to move downward. The tip of his index finger seemed to be searching for something, but before Twilight could ask what he was doing, she felt his finger slip…inside her? She would have hit the ceiling if Sunset hadn’t kept ahold of her body.  
  
“Wh-wh-what just happened?!” Twilight cried.  
  
“You didn’t know you had a hole down here?” he asked, matter-of-factly. “Surprised me too when I found it!”  
  
“What’s it for?”  
  
“No idea! But it feels good, don't it?” Sunset asked before slowly pulling his finger out. It wasn’t completely out before he stopped, only to push it back in, reintroducing Twilight to the sensation. Sunset continued to slip his finger out and in.  
  
Sunset was right, it did feel really good. Just as Twilight was reaching another peak, she heard the snap of magic, and Sunset was suddenly gone. Twilight fell backward, and just as soon as Sunset was gone, a pale green flash of light appeared in front of her, and there he was, sitting on his knees.  
  
“Why'd you stop?” she asked.  
  
“Because I just got an idea! Look!” Sunset pointed down to his waist, where Twilight could clearly see that Sunset's penis was erect.  
  
“It got hard again…”  
  
“Yup! And you know how you got that hole down there, right?”  
  
“Yes, but I don't see what that has to do with-” Twilight began to say, before it quickly hit her what Sunset was planning. Wasting no time, she sprang up and put her hands between her legs. “NO!”  
  
“Aw, why not?” Sunset whined.  
  
“I'm not having you put that inside me, Sunset!” Twilight exclaimed, shaking her head. “That's gross!”  
  
“How is that any different than what we've been doing for the last ten minutes?!” Sunset asked earnestly, which gave Twilight some pause. “If it's anything like when we were both boys and when I was touching you just now, I’ll bet this will feel really good!”  
  
“Maybe, but I’m starting to doubt the value of this research…” she said, still unconvinced. “It was fun seeing what we'd look like as boys, but now it's come to this, and it just feels like we're goofing around with something we shouldn't be.”  
  
“Twilight…isn't that the point?”  
  
“Huh?” Twilight wasn't expecting that response.  
  
“It is to me anyway,” he elaborated. “To me, this is about discovering new things, breaking ground, and looking in places others are too scared to look. Besides, when are we gonna get this chance again? Don’t we owe it to ourselves to try?”  
  
“Hmm…” Twilight fidgeted as she thought this over. Sunset may have been inflating the importance of what they were doing, but this clearly meant a lot to him. And…she did have to admit that this has been kind of fun so far. “You’re right.”  
  
“That’s all I needed to hear!” Sunset cheered. Suddenly, the light of Sunset’s magic glowed around Twilight’s wrists and ankles. Her wrists were thrown back, causing her to fall over, and her ankles were held up in the air as Sunset crawled between her legs and was now on top of Twilight. “Now, hold still!”  
  
Twilight closed her eyes and braced herself for how this was going to feel. The lips and inner walls of her vulva were still slick, making the sensation of Sunset’s penis poking around there much more noticeable. It was like a snake trying to find its burrow that’s been buried in snow. After a few seconds, Sunset’s penis pushed past the lips and found its way into Twilight’s vagina.  
  
That penetrating feeling hit right away, causing both Sunset and Twilight to gasp and flinch. Twilight didn’t think anything could get any deeper inside when she was being fingered, but it felt like Sunset’s boyhood was pressing against the walls inside. She could swear it was being stretched, but it wasn’t painful at all.  
  
It was wet inside Twilight, just as Sunset expected. It made moving his penis inside her much easier, the inner walls brushing against his boyhood like some kind of massage. As his waist hit hers and he could push no further, a compulsion urged to pull back and push it back in. Again. Again. Once more. A little faster.  
  
Soon, Sunset's hips were moving at an eager pace, plunging his cock in his best friend over and over. Twilight covered her mouth, clearly wanting to make noise but knew it'd be better not to. The only other noises in the room were Sunset's panting and the wet slaps of their hips colliding.  
  
“Didn't I tell you this would feel good?” Sunset asked, quietly while his face was in front of Twilight’s, who only gave a quick nod in response. “You ought to try it yourself! Wanna trade places?”  
  
“Sure!” Twilight gasped out, finally freeing her mouth.  
  
At that, Sunset drew his penis out, Twilight's juices coating it like a glaze. As soon as he was out, Twilight began to focus her magic, not bothering to sit up. After a few seconds, she felt the magic surround her body, and just like that, she was a boy again. He moved his head to look at his friend, and sure enough, Sunset was finally a girl again.  
  
“Aww!” Sunset whined, crawling back towards Twilight, her voice back to its usual pitch. Her eyes were fixed on his waist, where his boyhood lay limp on his body. “I was hoping it'd be all stiff already. Well, I can fix that!”  
  
“Huh?” Twilight blinked, thinking that Sunset was going to tickle it again like last time. Instead, Sunset held it up between two fingers as straight as she could, and wrapped her lips around the tip of Twilight's penis. Both the action and the sensation of her lips nearly made Twilight jump. “Sunset?! What are you doing?!”  
  
“What? I’m just making it all wet so it can go in easier,” Sunset answered matter-of-factly. “And it gets all stiff when it's touched, so it'll be ready in no time!”  
  
“B-but that’s where I p-pee from!” he stammered out. Sunset didn't respond right away, choosing to keep focusing on licking and smacking his penis with her lips. It didn't take long before Twilight's penis was stiff again, after which Sunset drew her head back and took in a deep breath.  
  
“There! You didn't pee, and it's all hard again! Win-win!” Sunset said between pants of air. Moving her legs carefully, Sunset surrounded Twilight's hips with her thighs, his boyhood right under her vagina. To ensure it would slip in, Sunset used her magic, positioning the penis skyward. “Here we go!”  
  
Sitting herself down, Twilight's penis slipped right in, inviting all those intense sensations once again. Twilight was surprised at how wet his friend was already, as it took very little effort to go inside her. She must've really wanted this, he thought. As soon as Sunset's hips landed, she physically lifted herself up, only to let herself back down.  
  
“Why are you doing it like this?” Twilight asked, watching Sunset lift her hips and bring them back down again and again.  
  
“Because we already tried it with a boy on top,” Sunset explained. “I wanted to see what it's like with a girl on top.”  
  
“You got to be on top both times, though! That's not fair!”  
  
“Hey, it was my idea to put our two things together!” Sunset asserted, hips still moving. “No need to get all mad just because I’m the one who – WOAH!”  
  
Sunset was so busy talking, she hadn't noticed that Twilight teleported the two of them to change their position until she was already on her back. Next thing she knew, she couldn't move her hands, as they were held in place by Twilight's magic. Immediately, Twilight began to thrust his hips inside and out Sunset, causing the girl quite a bit of alarm.  
  
“You're right! This does feel really good!” Twilight said snidely.  
  
“Spoilsport…” Sunset moaned, almost too distracted by Twilight's movements inside her to talk. “You could’ve just waited your turn…”  
  
Twilight said nothing in reply, instead opting to move faster, giving all his focus to his motions. Soon, he couldn't even hold himself up, his arms buckling from the pleasure he was feeling. He lowered his body right on top of Sunset's, still inside her. Sunset took quick notice that Twilight let go of her hands, but instead of doing anything to regain her position, wrapped her arms around Twilight, almost like she was afraid he'd float away if she didn't hold on.  
  
In response, Twilight hooked his arms under Sunset's, bringing her closer to him. His face buried in her shoulder, he closed his eyes so he could only feel her arms around him and his boyhood plunging into her at rapid speed. All of it brought a sense of pleasure he never knew before, and wasn't sure why it did. He was enjoying himself too much to answer that question, however.  
  
As they continued, that building sensation from before rose up again. Sunset and Twilight held each other as tight as they could, bracing for the release. When it finally came, their bodies stretched out, backs arching as though just waking from sleep. Gasping for air, Twilight changed back into a girl and slowly fell on top of Sunset, who promptly pushed her off of herself gently. The two girls stared at the ceiling, out of breath, but with an unmistakable smile on their faces.  
  
“You got some fight in you, Twilight. I’m impressed!” Sunset panted out. “You really got into it.”  
  
“I couldn’t help myself,” Twilight said. “Once I started going, I just couldn’t stop. I didn’t hurt you, did I?”  
  
“Oh, please! As if all that’s enough to hurt,” Sunset scoffed. She let out another long breath before sitting back up on the bed. “Okay! Let’s try another spell!”  
  
“Another one already?!” Twilight exclaimed. “We wore ourselves out with that first one!”  
  
“Maybe you did,” Sunset replied, “but I’m still raring to go. You don’t have to do this one with me if you’re too tired.”  
  
“Forget tired. Are you sure we didn’t use too much magic transforming back and forth?”  
  
“Come on! We wouldn’t be students of Princess Celestia if we didn’t have magic to spare!” Sunset boasted. Ignoring an annoyed sigh from her friend, she grabbed the book and began to flip through the pages again. “Now let’s see…oooh! I like the look of this one!”  
  
“Huh?” Twilight rolled over to look at the page Sunset was on. There was an illustration of small figure next to a bigger figure with an arrow between the two. “An age-changing spell?”  
  
“Doesn’t that sound cool? We can be all grown up and stuff!” Sunset said excitedly. “Can you imagine what we can do if we pull this one off? We could go wherever we want to without an escort!”  
  
“I could go into the bigger sections of the library and reach the taller shelves without magic!” Twilight said with just as much excitement, ignoring Sunset rolling her eyes. “Try it!”  
  
“Alright, here goes…” Sunset stepped back and closed her eyes. Once again, her body began to glow the same teal glow as before. This time, when the light covered her entire body, the light began to grow and grow, until it was at least twice as tall as Sunset's original size. The light dissipated, the spell was complete. Twilight's eyes grew wide at what she saw.  
  
“Woah…”  
  
It was still Sunset, certainly. But she was much taller, and her hair was a little longer as well. Sunset opened her eyes and looked down at her new body and gasped. She had quite the figure now. Wider hips, bigger thighs, and most importantly in Sunset's eyes…  
  
“Twilight, look! I’ve got boobies!” Sunset cupped her newly grown pair of breasts in her hands and jiggled them up and down.  
  
“Wow! So is this what you’ll look like when you're older?” Twilight asked, looking on with wonderment.  
  
“If it is, I’ve got a lot to look forward to!” Sunset answered, looking every which way, trying to see as much of her new body as she could. “Even my voice sounds older!”  
  
“I wonder why anyone would want to make an age-changing spell…” Twilight pondered out loud. “Someone wanting to become younger, I can understand, but older?”  
  
Twilight was so busy thinking about the need for making such a spell, she hadn’t noticed she was being lifted off the bed. It wasn’t until she felt something soft against her face that she stopped her train of thought. Sunset had levitated Twilight into her arms and was now pressing the little girl’s face into her bountiful chest.  
  
“Come on, Twilight. Slow your brain down and just enjoy it, would ya?!” Sunset asked, cupping Twilight's bare bottom in her hand. “Go ahead! Feel them!”  
  
“Okay, okay! Just stop shoving them in my face!” Twilight relented, pulling her face away from Sunset’s chest. Carefully, she pressed into one of Sunset’s breasts with her fingers. Sunset giggled as though she was tickled, but Twilight kept going. She never felt a breast without a bra before, so it was a bit of a surprise to her that it was softer and somehow firmer than she expected. “Wow…so this is how it feels.”  
  
“Heheh. I never realized how small you are, Twilight!” Sunset laughed. “I can lift you up so easily now! And I don’t even have to use magic either!”  
  
Gripping underneath Twilight’s arms, Sunset held her out and spun her around just to show how easy it was to carry her. Sunset was clearly having a lot of fun with this. So much so, Twilight decided she wanted in on this too.  
  
Without saying another word, Twilight shut her eyes and focused on the spell Sunset used. It wasn’t easy, with being off the ground and spun in circles, but Sunset didn’t seem to suspect anything until she saw Twilight’s body start to glow. Sunset squinted at the shining light in her arms until suddenly Twilight became very heavy.  
  
The light faded quickly, and Sunset found her hands touching something rather soft. Her vision returning, she saw that her hands were on a pair of breasts now. Standing about as tall as her was Twilight, now at the same age as Sunset was. Sunset quickly released her grip and looked up and down the new Twilight.

“Not to brag, but I think I look rather nice as a grownup,” Twilight said with a smirk, looking over her new body. Looking down at her chest, she cupped her breasts in each hand and gave them a fair lift. “Hm! These do feel rather nice!”

“I know, right? I can’t wait until we grow a pair of our own! I wonder if they’ll look as nice as this,” Sunset pondered, looking at her own chest. A sly idea struck her at that moment, and without warning, she quickly walked close to Twilight, pressing her breasts against her own. “SQUISHIES!!”

“Hey!!”

“Ha ha ha! They’re like airbags!” Sunset giggled. While still pressed against her friend, Sunset reached around Twilight’s body, resting her hands right on Twilight’s bare butt. She gripped it a couple times, making Twilight flinch and squeak. “Your butt got all big too!”

“Sh-Shut up!” Twilight winced. “That’s normal! Didn’t you ever read up on puberty?”

“I sure did!” Sunset answered, the smirk never leaving her face. “I didn’t think you were interested in it, though! Were you looking up boy’s bodies, Twilight?”

“The pictures were just there, okay?!” Twilight blurted out, her face red with embarrassment. “But maybe I did look over it more times than I needed to…”

“Heheh. I knew you were a naughty girl, Twilight!” Sunset teased, poking Twilight’s nose. “It’s nothing to get all hot and bothered about. You don’t need to act the ‘model student’ all the time. Especially around me. I’m your friend, you know!”

“…Thanks, Sunset.”

“Of course! You scratch my back, I scratch yours!” Sunset said. “Or in this case…”

Without another word, Sunset’s hand traveled to Twilight’s front. Her fingers went right between Twilight’s legs, running themselves against the vulva lips and pressing the clitoris. Twilight squeaked again, her body tensing up.

“W-What are you doing?!”

“Just wanted to see if there was a difference between doing this when we were little and now,” Sunset answered matter-of-factly. “Are you feeling a difference?”

“Why don’t you tell me?!” Twilight responded, taking her own hand and quickly moving it between Sunset’s legs. As soon as Twilight’s fingers rubbed against Sunset’s own clitoris, Sunset began to shudder and squeak herself.

“H-Hey! Take it easy!” she pleaded.

“Want me to take it easy now, huh?!” Twilight said with a confident grin. Suddenly, Sunset’s body began to be covered in the purple light of Twilight’s magic. Lifting slightly off the ground, Sunset found herself being carried to her bed, laid on her back. Sunset adopted a nervous face as Twilight stepped towards the bed. “Since we’re still experimenting, why don’t I try this?”

Twilight closed her eyes, her body becoming engulfed in purple light. Once again, Sunset had to shield her vision before it got too bright. When the light faded, Sunset was dumbstruck by what she saw. Twilight was a boy again, but not a little one.

“You combined the two spells?!” Sunset asked in shock. As a young man, Twilight wasn’t the most built, but he wasn’t ugly either. He had a rather lithe build. Still rather attractive, if Sunset had to be honest with herself.

“Pretty good, huh?” Twilight asked, his voice a little more masculine this time. “I figured that since these two spells didn't contradict each other, I could try using them together. Worked better than I expected!”

“I'll say!” Sunset commented, watching Twilight climb on the bed and crawl towards her. “You're really getting into this, aren't you?”

“That's not all I'm gonna get into…” Twilight said with a mischievous tiny in his voice. With a wave of his hand, Sunset's legs were forced apart, allowing Twilight to position himself between them. Towing above her, Twilight began to touch himself, letting Sunset watch his now mature penis to grow and stiffen. Once it couldn't get any stiffer, he laid himself on her and carefully slipped it in.

They may have been about the same size, but Sunset could still feel a difference. There was definitely more to fit inside, making each thrust last that much longer. She wasn't sure why this made it feel that much better, but she was feeling too good to really focus.

With a more mature body, complete with a set of breasts, Twilight took the opportunity and gripped one with his hand. His whole hand could grab it now, and as he squeezed the breast, Sunset gasped and whimpered, indicating a positive response. Watching was both very informative and entertaining.

Suddenly, Sunset threw her arms around Twilight's body and wrapped her legs around his waist, locking her friend in place. Holding the back of Twilight's head with one hand and keeping the other on his back, she made sure he wasn't going anywhere. To make extra certain that Twilight wouldn't take control, Sunset also began to move Twilight's hips with her magic, making his thrusts move on her terms.

“You think…just because you're on top…you get to call the shots?” Sunset panted out. “I'm gonna pump you dry, Twilight!”

“Wait! Sunset!” Twilight began to plead, but his face was pushed into Sunset's shoulder, a sign she wasn't going to listen. He could feel that same tingling rising up, but he also felt something else as well. “I…I'm…AHH!!”

As Twilight hit his climax, his body glowed for a brief moment, the light becoming smaller almost instantly. Sunset looked with a smile, as both spells Twilight used were off, and she was a little girl again. She looked slightly exhausted, her head resting on Sunset's breasts.

“Heh. I knew you couldn’t hold both spells up for long!” Sunset boasted. “All I had to do was hold out until they wore off. I have to admit, you almost beat me.”

“I thought I had you there…” Twilight whined, tracing a circle with her finger on Sunset’s nipple, causing her to giggle.

“Aw, don’t feel bad, Twilight!” Sunset said, trying to cheer her friend up. “Besides, now that you’re this size, I can do something else I’ve been wanting to try!”

Without waiting for a response, Sunset used her magic to lift Twilight into the air. Closing her eyes, Sunset focused on a spell, causing her body to glow. Twilight figured out immediately what Sunset was going to do, her body tensing up from the mere thought of it. The light dissipated, and just like Twilight thought, Sunset was now a young man, combining the two spells just like she did.

“Y-You’re not going to do what I think you’re going to do, are you Sunset?” Twilight nervously asked, still hanging up in the air. The fact that Sunset kept Twilight’s legs apart with her magic did not ease her anxiety one bit. “That’s going to hurt!”

“Relax, would you?” Sunset smirked. “It’s not that big. If I can fit a finger in that hole, this should be fine!”

“I don’t think that’s a proper comparison!” Twilight argued, but Sunset would hear no more of it. Slowly but steadily, Twilight’s body floated downward, with Sunset’s penis pointing straight upward.

Twilight closed her eyes, unable to do anything else but brace herself. Just the tip of the penis felt big, rubbing against nearly the whole of her little vulva. As the tip slipped past the lips of her labia, she could feel the strain between her legs. Even as slick as it was, there was some struggle, but Twilight could feel her insides stretching, causing her to bite her lip and her body to shudder. Somehow, Sunset’s manhood was able to slip completely inside Twilight, the poor girl panting once she felt Sunset’s magic release.

“Wow, it’s tight in there!” Sunset exclaimed, his head back in pleasure. “How do you feel, Twilight?”

“Like a bottle being stopped with a cork that’s too big!” Twilight winced in response.

“Sounds like you just need to be loosened up, that’s all!” Sunset replied. “Let me help you!”

With another wave of his hand, Twilight felt herself being lifted up just slightly, the texture of his penis rubbing against her vaginal walls. She gasped out loud as felt this, but was brought back down, feeling it in the other direction. Another lift, another fall, followed by another set of lifts and falls. She was being worked into a rhythm that was almost too much for her body to take.

“SUNSET!! I…I…!!” Twilight started to scream, but couldn’t finish her sentence.

“JUST A LITTLE MORE!! I’M ALMOST THERE!!” Sunset exclaimed in kind. “MNH!! AHH!!

Suddenly, Twilight felt nothing underneath her, causing her to fall on the bed and tumble on her back. Sitting herself back up, she looked at her friend, who was now a little girl again. If Twilight didn’t know any better, she’d think Sunset had wet herself, seeing how slick it was between her legs. Twilight could feel the same between her own, taking some of it with two of her fingers. She wanted to look more into what this substance that came from them was, but at the moment, she was too exhausted to think straight.

“Ha ha ha. Who says we don’t exercise, right Sunset?” Twilight asked, expecting a response, but getting nothing. “Sunset?”

She crawled over to her friend to get a closer look at Sunset’s face, slightly anxious why she didn’t answer. Relief washed over her, as she saw that Sunset had fallen asleep, but with a huge smile on her face.

“Guess that tuckered you out,” Twilight laughed before letting out a long yawn. “I’m feeling tired too. Who knew magic would wear you out so much?”

Not even bothering to put on pajamas, Twilight crawled over to her sleeping friend and laid down beside her. As crazy as all this was, Twilight couldn’t help but smile as she slowly fell asleep. Sunset was right. Independent Study Days were a lot of fun.

* * *

  
The ringing of the alarm clock followed by the sound of groaning was the usual first sounds of the day. Twilight could time herself to wake up at certain hours, but there were still days she needed help. Especially these days, when she slept with a partner.

“Get up, Sunset,” Twilight said groggily, nudging the lump covered by blankets next to her.

“Mnm....why?” Sunset moaned, slowly getting herself up. The blanket slipped off her bare back as she rose, before she laid down again resting her breasts comfortably on the bed. “We don’t have anything to do today, do we?”

“Nothing’s scheduled, but that doesn’t mean we should sleep through half the day,” Twilight replied. She sat up, letting the blanket slip off her bare body and arched her back. “You can do a lot more when you get up at 8 than when you get up at noon.”

“Always have to be the model student, don’t you?” Sunset snarked, coming close to Twilight and giving her a hug. “How about we spend this time with a little morning exercise?”

Without waiting for a response, Sunset began to leave small kisses at the base of Twilight’s neck, making her friend squeak and flinch. Seizing the moment of weakness, Sunset slipped her hand down along Twilight’s stomach, quickly moving between her legs. But her hand was caught by an invisible force and pulled away from Twilight’s crotch.

“Tempting, but not now,” Twilight said, directing her magic to pull Sunset’s hand. “Maybe after lunch.”

“Oh, but that’s hours away!” Sunset whined.

“You can wait.”

“Fine…” Sunset climbed off the bed and started walking towards the door, not caring that she had no clothes on. “I’m gonna go to the bathroom. I’ll join you for breakfast.”

“Okay, but please…!” Twilight started, but before she could finish, a flash of light came from Sunset, and she was gone. Twilight sighed. “…put on a robe first.”

Once she got dressed, Twilight made her way down to the dining room of Castle Friendship. It had been a bit of a rough reunion for Twilight when Sunset finally came back after disappearing to Celestia-knows-where for many years. But they had rekindled not only their friendship, but it developed into something more.

As Twilight, Sunset, Starlight Glimmer and Spike were seated and eating breakfast, Twilight couldn’t help but just look at her old friend. She never was a believer in signs (despite Pinkie’s constant insistence), but there was something she couldn’t quite shake off.

“Hey, Sunset,” she started. Sunset, dressed in a simple long tank top and underwear simply looked over at her.

“What’s up?”

“I had a dream about us when we were little.”

“No way!” Sunset exclaimed, nearly choking on her cereal. “You too? Was it about when I got that book?!”

“Yeah! We both had the same memory last night?” Twilight asked. “That’s…strange.”

“What kind of book was it?” Starlight asked, earnestly curious.

“NOTHING!!” Both Twilight and Sunset shouted at the same time. Seeing Starlight so shaken by their reaction, Twilight cleared her throat.

“I mean…it wasn’t anything important.”

“Says you,” Sunset scoffed, which earned her an elbow from Twilight. “Ow…”

KNOCK KNOCK KNOCK

“Oh good! That should be the girls!” Twilight exclaimed, quickly standing up from her seat and walking out of the dining room. Starlight looked on with an arched brow, while Sunset only donned a smirk.

The doors to Castle Friendship were opened, welcoming Twilight to the sight of her friends, the other Element bearers. Pinkie, Rarity, Applejack, Rainbow Dash and Fluttershy all had the same usual smiles, dressed in their casual clothes. Twilight could not be more relieved to see them.

“Morning, Twilight!” Pinkie chirped. “I was so excited over Brunch today, I forgot to eat breakfast!”

“We have Brunch every week, Pinkie,” Applejack pointed out.

“But we haven’t had it THIS week!”

“Morning, girls!” Twilight said, bringing the conversation back on its rails. “Glad you could all make it!”

“Glad we could come, darling!” Rarity said with a smile.

“Hope the spread is good!” Rainbow Dash exclaimed, rubbing her hands. “I’m starving!”

“Come on in and see!” Twilight beckoned the others inside and brought them to the dining room where Sunset, Starlight and Spike waited.

After the food was finished, everyone got to chatting. Conversation moved from the day’s plans to things they saw and did the previous few days. Eventually, the talking moved to dreams.

“You know, Twilight and I had pretty similar dreams last night,” Sunset chimed in. “We were remembering one of our days in Princess Celestia’s tutelage.”

“Oh? That must’ve been such a neat thing to remember!” Fluttershy said. “What kind of lesson were you learning?”

“Why tell you when we can show you?” Sunset said with a smirk, putting her hand in the air ready to snap her fingers.

“Sunset, NO!” Twilight cried, but it was too late.

At the snap of her fingers, a great flash of light engulfed the room. When everyone’s sight had returned, the room looked slightly bigger to all the girls. They also found it a little harder to move.

“What kind of spell was that?” Rainbow Dash asked, but noticed her voice sounded different. Higher, but also a different tone.

“Did you shrink us, Sunset?” Applejack questioned, but also noticed her voice was also different. “What the - ?”

“That’s not all I did!” Sunset was also shrunk, her shirt nearly slipping off her shoulder. Her hair looked a little shorter as well as having a different voice. “Some of you may notice something else…”

“What are you talking abo - ?” Rainbow Dash asked, but then stopped suddenly to lift her top to look between her legs. There, she found a small penis and scrotum. “You turned me into a boy?!”

“Hold on…” Applejack said and checked under her pants as well. “I’m a boy too!”

“Better clear your schedules, boys and girls!” Sunset exclaimed. “We’re about to have some fun!”

* * *

  
“Sunset seems to be adjusting nicely to life back here,” Princess Luna said to herself over tea. “Though, I do have to wonder…what was a book like that doing in the library?”

**Author's Note:**

> Remember to leave a comment and kudos! As for what's next? I'm not entirely sure. I do notice I have fewer Flashback fics than fics in the FFA series. Maybe I'll even the score.


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